Proxy Voting Guidelines

News & Analysis as of

Important Reminders for the 2017 Proxy Season

The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more

DOL Issues New Guidance on Plan Fiduciaries' Proxy Voting Policies

The Employee Benefits Security Administration (EBSA) published Interpretive Bulletin (IB) 2016-1 on Dec. 29, 2016, relating to the exercise of shareholder rights and written statements of investment policy, including proxy...more

Proxy Season 2017: Improving the Accuracy, Reliability and Accountability of Proxy Vote Reconciliation

On January 26, 2017, the Canadian Securities Administrators (CSA) released CSA Staff Notice 54-305 Meeting Vote Reconciliation Protocols (the Protocols) concerning the improvement of the procedures used for counting proxy...more

CSA Publishes Final Proxy Voting and Meeting Vote Reconciliation Protocols

The Canadian Securities Administrators (CSA) recently published the final form of CSA Staff Notice 54-305 Meeting Vote Reconciliation Protocols (Final Protocols) for enhancing the procedures involved in the tabulation of...more

SEC/SRO Update: New Governance Focus—Director Compensation; The Time Is Now... Check Your Severance Agreements

The corporate governance focus has traditionally been on executive compensation, rather than on director compensation. Compensation Discussion and Analysis and executive compensation tables in proxy statements, say-on-pay...more

2017 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

As an early step in preparing for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis...more

Capital Markets & Public Companies Quarterly: 2016 Goes Out with a Bang

As 2016 drew to an end, the US Securities and Exchange Commission (SEC) kept up its pace to close out a busy year. In addition to issuing proposed rules for universal proxies, the SEC released several new Compliance &...more

Governance & Securities Law Focus: Europe Edition - January 2017

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Securities and Governance Updates – January 2017

As part of BakerHostetler’s commitment to serve as a strategic business partner, we are pleased to publish this first edition of our Securities & Governance Bulletin. This resource is designed to keep executives, corporate...more

ISS and Glass Lewis Update Their Proxy Voting Guidelines for 2017

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more

DOL Updates Guidance on Proxy Voting by Plan Fiduciaries

On December 29, 2016, the U.S. Department of Labor (the “DOL”) released Interpretive Bulletin 2016-1 (“IB 2016-1”) relating to the voting of proxies on securities held in employee benefit plans. IB 2016-1 withdraws the...more

New Guidance Restores 1994 ERISA Proxy Voting Interpretation

The DOL bulletin also clarifies the ability to consider ESG factors in proxy voting and shareholder engagement. On December 29, 2016, the Department of Labor (DOL) issued Interpretive Bulletin 2016-1 (IB 2016-1),...more

Shareholder Proposals Restricting Board/Management Access to Preliminary Voting Results May Be Excluded

On January 6, 2017, the SEC Staff granted no-action relief that would allow companies to exclude shareholder proposals preventing management or the board from accessing preliminary voting results on uncontested matters prior...more

Reminders for US Public Companies for the 2017 Annual Reporting and Proxy Season

This memorandum outlines certain considerations for US public companies in preparation for the 2017 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Alert: ISS and Glass Lewis Update 2017 Proxy Voting Policies

Institutional Shareholder Services (ISS) and Glass Lewis (GL), the two most influential proxy advisory firms, recently released updates to their voting policies for 2017. Both ISS and GL issued policy updates on director...more

Corporate Communicator - 2017 Annual Meeting Season

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

ISS Updates Proxy Voting Guidelines and New Survey on Mid-Market Compensation

Institutional Shareholder Services (“ISS”) has issued updated proxy voting guidelines, including an update to guidelines related to director compensation and the equity plan scorecard. The updated guidelines are...more

ISS Updates Proxy Voting Guidelines for 2017

Last month, Institutional Shareholder Services (ISS) published updates to its proxy voting guidelines effective for meetings on or after February 1, 2017. Key compensation-related changes include the following...more

"Matters to Consider for the 2017 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more

Who Votes As Proxy For Shares Standing In The Name Of Another Corporation?

The Proxy Season blog yesterday discussed the following question from the Q&A Forum of TheCorporateCounsel.net...more

ISS Corporate Governance and Compensation Voting Policies for 2017

ISS has announced its policy updates for 2017 shareholder meetings. Significant corporate governance policy changes include negative voting recommendations for companies that restrict shareholders’ ability to amend the...more

Preparing for the 2017 Public Company Reporting Season

Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more

ISS and Glass Lewis Update Their Proxy Voting Guidelines for the 2017 Proxy Season

Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their respective proxy voting guidelines. This Alert provides a brief summary of the significant changes to each...more

ISS and Glass Lewis Update Their Proxy Voting Guidelines for 2017

Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) recently updated the guidelines they will use to inform their voting recommendations for the 2017 proxy season. The updates address...more

GAMCO Folds on Rejection of Proxy Access Nominee

As previously noted, National Fuel Gas had rejected a proxy access nominee submitted by GAMCO Asset Management Inc. because of non-conformance with National Fuel’s proxy access by-law. Many wondered what would happen next. ...more

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